AGREEMENT AND PLAN OF MERGER by and among AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., PLUTO MERGER SUB, INC., and PLX TECHNOLOGY, INC. Dated as of June 23, 2014Merger Agreement • June 23rd, 2014 • PLX Technology Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 23, 2014 (as amended, restated, modified or supplemented from time to time, this “Agreement”), by and among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation (“Parent”), Pluto Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”) and PLX Technology, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 23rd, 2014 • PLX Technology Inc • Semiconductors & related devices • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 23, 2014, is entered into by and among Avago Technologies Wireless (U.S.A.) Manufacturing, Inc., a Delaware corporation (“Parent”), Pluto Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
PLX Technology, Inc. Executive Retention AgreementExecutive Retention Agreement • June 23rd, 2014 • PLX Technology Inc • Semiconductors & related devices • California
This Executive Retention Agreement (“Agreement”) is dated June 22, 2014, and is between PLX Technology, Inc. (“PLX”), and Michael Grubisich (“you” or “your”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 23rd, 2014 • PLX Technology Inc • Semiconductors & related devices • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 23, 2014, is entered into by and among Avago Technologies Wireless (U.S.A.) Manufacturing, Inc., a Delaware corporation (“Parent”), Pluto Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
PLX Technology, Inc. Executive Retention AgreementExecutive Retention Agreement • June 23rd, 2014 • PLX Technology Inc • Semiconductors & related devices • California
This Executive Retention Agreement (“Agreement”) is dated June 22, 2014, and is between PLX Technology, Inc. (“PLX”), and Vijay Meduri (“you” or “your”).
